Remuneration Committee
To fulfill corporate governance and ensure a well system for compensation of the directors and managerial officers of the Company, the Company has established the Remuneration Committee on January 13, 2022 in accordance with the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” promulgated by the Financial Supervisory Commission. The Remuneration Committee members, appointed by the Board of Directors, shall prescribe and periodically review the performance evaluation and remuneration policy, system, standards, and structure for directors and managerial officers. The remuneration of directors and managerial officers shall also be periodically evaluated and prescribed. Please refer to theMajor Resolutions of Board of Directorsfor the resolutions of the committee.
Introduction of the Remuneration Committee Members
| Title | Name | Major Current Positions, Experience & Education | Expertise |
|---|---|---|---|
| Convener | Teng, Yean-Sen (Independent director) |
Current Positions: - Advisor of National Human Rights Commission, Control Yuan - Member of Human Rights Protection Subcommittee, Executive Yuan - Member of Human Rights Working Group, Ministry of Justice - Chief Arbitrator for Labor Dispute, New Taipei City Government - Chair Professor of School of Law, Soochow University Experience: - Member, Presidential Office Human Rights Consultative Committee - Chief Secretary, Soochow University - Professor of Department of Law, Soochow University Education: - Master of Philosophy (MPhil), University of Nottingham, UK - Master of Laws (LLM), University of Nottingham, UK - Master of Department of Law, Soochow University | - Law - Government and Supervision |
| Committee Member | Hsu, Miao-Chiu (Independent director) |
Current Positions: - Director, CTBC Bank Co., Ltd. - Independent Director, TrueLight Corp. Experience: - President/Senior VP and CFO, Nan Shan Life Insurance Co., Ltd. - Senior VP, CTBC Bank Co., Ltd. - Partner, PwC of Taiwan - Vice President of Accounting Department, Taipei branch of Credit Lyonnais - Grade 3 Specialist of Trust Division, Central Trust of China Education: - MBA, St. John’s University - Bachelor of Division of Banking of Department of Business of College of Law, National Taiwan University | - Business Administration - Finance/Accounting - Insurance - Risk Management |
| Committee Member | Chou, Yon-Chun (Independent director) |
Current Positions: - Independent Director, Horizon Fixture Group Co., Ltd. Experience: - Director/ Professor/ Associate Professor of Institute of Industrial Engineering, National Taiwan University - Associate Professor/ Assistant Professor, University of Massachusetts Education: - Ph.D. in Industrial Engineering, Purdue University - Master of Industrial and Systems Engineering, The Ohio State University - Bachelor of Department of Industrial Engineering and Engineering Management, National Tsing Hua University | - Information Technology |
Attendance status of Remuneration Committee
Committee term: January 13, 2022 - January 11, 2025.
As of Dec. 26, 2024, six (6) committee meetings have been held, the attendance of members is as follow:
| Title | Name | Attendance in Person (B) | Attendance by Proxy | Required Numbers of Attendance (A) | Attendance Rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|---|
| Convener | Teng, Yean-Sen | 6 | 0 | 6 | 100% | |
| Committee Member | Hsu, Miao-Chiu | 6 | 0 | 6 | 100% | |
| Committee Member | Chou, Yon-Chun | 6 | 0 | 6 | 100% |
Audit Committee
To fulfill strengthen internal monitoring mechanisms and improve the operation of the Company, the Company has established the Audit Committee on January 12, 2022 in accordance with the “Securities and Exchange Act”. The Audit Committee members, composed of the entire number of independent directors, shall supervise fair presentation of the financial reports, the hiring (and dismissal), independence, and performance of certificated public accountants, the effective implementation of the internal control system, compliance with relevant laws and regulations, management of the existing or potential risks. Please refer to theMajor Resolutions of Board of Directorsfor the resolutions of the committee.
Introduction of the Audit Committee Members
| Title | Name | Major Current Positions, Experience & Education | Expertise |
|---|---|---|---|
| Convener | Hsu, Miao-Chiu (Independent Director) |
Current Positions: - Director, CTBC Bank Co., Ltd. - Independent Director, TrueLight Corp. Experience: - President/Senior VP and CFO, Nan Shan Life Insurance Co., Ltd. - Senior VP, CTBC Bank Co., Ltd. - Partner, PwC of Taiwan - Vice President of Accounting Department, Taipei branch of Credit Lyonnais - Grade 3 Specialist of Trust Division, Central Trust of China Education: - MBA, St. John’s University - Bachelor of Division of Banking of Department of Business of College of Law, National Taiwan University | - Business Administration - Finance/Accounting - Insurance - Risk Management |
| Committee Member | Teng, Yean-Sen (Independent Director) |
Current Positions: - Advisor of National Human Rights Commission, Control Yuan - Member of Human Rights Protection Subcommittee, Executive Yuan - Member of Human Rights Working Group, Ministry of Justice - Chief Arbitrator for Labor Dispute, New Taipei City Government - Chair Professor of School of Law, Soochow University Experience: - Member, Presidential Office Human Rights Consultative Committee - Chief Secretary, Soochow University - Professor of Department of Law, Soochow University Education: - Master of Philosophy (MPhil), University of Nottingham, UK - Master of Laws (LLM), University of Nottingham, UK - Master of Department of Law, Soochow University | - Law - Government and Supervision |
| Committee Member | Chou, Yon-Chun (Independent Director) |
Current Positions: - Independent Director, Horizon Fixture Group Co., Ltd. Experience: - Director/ Professor/ Associate Professor of Institute of Industrial Engineering, National Taiwan University - Associate Professor/ Assistant Professor, University of Massachusetts Education: - Ph.D. in Industrial Engineering, Purdue University - Master of Industrial and Systems Engineering, The Ohio State University - Bachelor of Department of Industrial Engineering and Engineering Management, National Tsing Hua University | - Information Technology |
Attendance status of Audit Committee
Committee term: January 12, 2022 - January 11, 2025.
As of Dec. 26, 2024, sixteen(16) committee meetings have been held, the attendance of members is as follow:
| Title | Name | Attendance in Person (B) | Attendance by Proxy | Required Numbers of Attendance (A) | Attendance Rate (%) 【B/A】 | Remarks |
|---|---|---|---|---|---|---|
| Convener | Hsu, Miao-Chiu | 16 | 0 | 16 | 100% | |
| Committee Member | Teng, Yean-Sen | 16 | 0 | 16 | 100% | |
| Committee Member | Chou, Yon-Chun | 16 | 0 | 16 | 100% |
Communication with the chief internal audit:
Communication with the CPAs:
Sustainability Committee
To fulfill corporate social responsibility and achieve the goal of sustainable operation, the Company has established the Sustainability Committee on November 7, 2023. The Sustainability Committee consists of five members appointed by the Board of Directors, more than half of the members are independent directors. The committee shall assist in reviewing corporate sustainability (including risk management) policies, strategies, goals or management guidelines, corporate sustainability annual plans and other related matters. Please refer to the Major Resolutions of Board of Directors for the resolutions of the committee.
Introduction of the Sustainability Committee Members
| Title | Name | Major Current Positions, Experience & Education | Expertise | Remarks |
|---|---|---|---|---|
| Convener | Huang, Nan-Horang (Chairman) |
Current Positions: - Chairman, Evergreen Aviation Technologies Corp. - Director, GE Evergreen Engine Services Corp. - Director, Spirit Evergreen Aftermarket Solutions Co., Ltd. - Director, Ever Superior Technologies Corp. Experience: President, Evergreen Aviation Technologies Corp. Education: Department of Aircraft Engineering in a two-year program of academic ability appraisal of the Ministry of Education | - Business Administration - Aerospace Industry | |
| Committee Member | Hsu, Miao-Chiu (Independent Director) |
Current Positions: - Director, CTBC Bank Co., Ltd. - Independent Director, TrueLight Corp. Experience: - President/Senior VP and CFO, Nan Shan Life Insurance Co., Ltd. - Senior VP, CTBC Bank Co., Ltd. - Partner, PwC of Taiwan - Vice President of Accounting Department, Taipei branch of Credit Lyonnais - Grade 3 Specialist of Trust Division, Central Trust of China Education: - MBA, St. John’s University - Bachelor of Division of Banking of Department of Business of College of Law, National Taiwan University | - Business Administration - Finance/Accounting - Insurance - Risk Management | |
| Committee Member | Teng, Yean-Sen (Independent Director) |
Current Positions: - Advisor of National Human Rights Commission, Control Yuan - Member of Human Rights Protection Subcommittee, Executive Yuan - Member of Human Rights Working Group, Ministry of Justice - Chief Arbitrator for Labor Dispute, New Taipei City Government - Chair Professor of School of Law, Soochow University Experience: - Member, Presidential Office Human Rights Consultative Committee - Chief Secretary, Soochow University - Professor of Department of Law, Soochow University Education: - Master of Philosophy (MPhil), University of Nottingham, UK - Master of Laws (LLM), University of Nottingham, UK - Master of Department of Law, Soochow University | - Law - Government and Supervision | |
| Committee Member | Chou, Yon-Chun (Independent Director) |
Current Positions: Independent Director, Horizon Fixture Group Co., Ltd. Experience: - Director/ Professor/ Associate Professor of Institute of Industrial Engineering, National Taiwan University - Associate Professor/ Assistant Professor, University of Massachusetts Education: - Ph.D. in Industrial Engineering, Purdue University - Master of Industrial and Systems Engineering, The Ohio State University - Bachelor of Department of Industrial Engineering and Engineering Management, National Tsing Hua University | - Information Technology | |
| Committee Member | Shieh, Shin-Wen (President) |
Current Positions: - President, Evergreen Aviation Technologies Corp. - Director, Spirit Evergreen Aftermarket Solution Co. Ltd Experience: Executive Vice President of Manufacturing Division, Evergreen Aviation Technologies Corp. Education: Bachelor of Department of Electrical Engineering, National Taiwan Institute of Technology | - Business Administration - Aerospace Industry | Inauguration Date： 2025/1/1 |
Attendance status of Sustainability Committee
Committee term: November 7, 2023 - January 11, 2025.
As of Dec. 26, 2024, four (4) committee meetings have been held, the attendance of members is as follow:
| Title | Name | Attendance in Person (B) | Attendance by Proxy | Required Numbers of Attendance (A) | Attendance Rate (%)【B/A】 | Remarks |
|---|---|---|---|---|---|---|
| Convener | Huang, Nan-Horang | 4 | 0 | 4 | 100% | |
| Committee Member | Hsu, Miao-Chiu | 4 | 0 | 4 | 100% | |
| Committee Member | Teng, Yean-Sen | 4 | 0 | 4 | 100% | |
| Committee Member | Chou, Yon-Chun | 4 | 0 | 4 | 100% | |
| Committee Member | Lee, Wei-Chang | 4 | 0 | 4 | 100% | Dismissal Date： 2025/1/1 |